R2020-65 Parks and Recreation Needs Assessment ContractRESOLUTION 2020-65
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL SUBMITTED BY
BARTH ASSOCIATES LLC TO CONDUCT A PARKS AND RECREATION NEEDS
ASSESSMENT AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A CONTRACT FOR SUCH SERVICES; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village issued a Request for Qualifications ("RFQ") for a Parks and Recreation Needs
Assessment; and
WHEREAS, Village Administration established an Evaluation Committee to consider the qualification
statements submitted in response to the RFQ; and
WHEREAS, the Committee ranked the submittals and after the top three firms made presentations to the
Committee, the Committee ranked Barth Associations LLC as the top-ranked firm and Staff commenced
contract negotiations; and
WHEREAS, the Village Council wishes to approve a Contract with Barth Associates LLC and
determines that the adoption of this Resolution is in the best interests of the residents and citizens of the
Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby accepts the proposal submitted by Barth Associates LLC to
conduct a Parks and Recreation Needs Assessment and authorizes and directs the Mayor and Village
Clerk to execute a Contract with Barth Associates LLC to perform such services, a copy of which is
attached hereto and incorporated herein. The total cost for such services shall not exceed $49,900.00,
with funds expended from Account No. A8028-33190 (Parks and Recreation — Professional Services).
Section 3. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 8Tx DAY OF OCTOBER, 2020.
(Village Seal)
ATTEST:
1
,r
VILLAGE CLERK
MAYOR
CONTRACT
This Contract is made as of the day Y of , 2020 b and between the VILLAGE
OF NORTH PALM BEACH, municipal corporation organized and existing under the laws of the
State of Florida, hereinafter referred to as VILLAGE, and BARTH ASSOCIATES LLC, a Florida
limited liability company, hereinafter CONSULTANT, whose Federal I.D. No is 47-2579161.
WHEREAS, the VILLAGE issued a Request for Qualifications for a consultant to perform a Parks
and Recreation Needs Assessment ("Work"); and
WHEREAS, the VILLAGE's Evaluation Committee selected CONSULTANT as the most qualified
firm to perform the Work; and
WHEREAS, CONSULTANT provided the VILLAGE with a proposal to perform the Work, and the
VILLAGE wishes to retain the services of CONSULTANT in accordance with the terms set forth in
this Contract.
NOW, THEREFORE, in consideration of the mutual representations and obligations herein contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT.
CONSULTANT shall perform the services outlined in CONSULTANT's Letter of Agreement dated
September 21, 2020, which is incorporated by reference as fully set forth herein.
ARTICLE 2. TERM OF CONTRACT.
The term of this Contract shall commence upon the VILLAGE's issuance of a Notice to Proceed and
shall remain in effect until CONSULTANT completes all services within the scope of this Contract
to the satisfaction of the VILLAGE or nine (9) months from the VILLAGE's issuance of a Notice to
Proceed, whichever is earlier, unless otherwise terminated in accordance with Article 8.
ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate CONSULTANT in accordance with CONSULTANT's
Proposal in the lump sum amount of Forty -Nine Thousand Nine Hundred Dollars and Zero Cents
($49,900.00).
B. CONSULTANT shall invoice the VILLAGE on a monthly basis based on the percentage of
work performed. Invoices received from CONSULTANT pursuant to this Contract will be reviewed
and approved by the VILLAGE's representative, indicating that the Work has been provided and
rendered in conformity with the Contract and then will be sent to the Finance Department for payment.
CONSULTANT will invoice the VILLAGE in advance for each payment period. Invoices will
normally be paid within thirty (30) days following the VILLAGE representative's approval.
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C. Work undertaken or expenses incurred that exceeds an amount set forth in the Proposal
without prior written authorization from the VILLAGE shall be the liability of CONSULTANT.
D. CONSULTANT waives consequential or incidental damages for claims, disputes or other
matters in question arising out of or relating to this Contract.
E. In order for both parties herein to close their books and records, CONSULTANT will clearly
state "final invoice" on CONSULTANT's final/last billing to the VILLAGE. This certifies that all
Work has been properly performed and all charges have been invoiced to the VILLAGE. Since this
account will thereupon be closed, any and other further charges if not properly included in this final
invoice are waived by CONSULTANT. The VILLAGE will not be liable for any invoice from
CONSULTANT submitted thirty (30) days after the provision of the Work.
ARTICLE 4. INSURANCE.
A. Prior to execution of this Contract by the VILLAGE, CONSULTANT shall provide
certificates evidencing insurance coverage as required hereunder. All insurance policies shall be
issued by companies authorized to do business under the laws of the State of Florida. The Certificates
shall clearly indicate that the CONSULTANT has obtained insurance of the type, amount, and
classification as required for strict compliance with this Article and that no material change or
cancellation of the insurance shall be effective without thirty (3 0) days prior written notice to the
VILLAGE'S representative. Compliance with the foregoing requirements shall not relieve the
CONSULTANT of its liability and obligations under this Contract.
B. CONSULTANT shall maintain, during the life of this Contract, Commercial General Liability
insurance, including Professional Liability Errors and Omissions insurance, in the amount of
$1,000,000.00 in aggregate to protect CONSULTANT.
C. The CONSULTANT shall maintain, during the life of this Contract, comprehensive
automobile liability insurance in the minimum amount of $500,00.00 combined single limit for bodily
injury and property damages liability to protect the CONSULTANT from claims for damages for
bodily and personal injury, including death, as well as from claims for property damage, which may
arise from the ownership, use, or maintenance of owned and non -owned automobiles, including
rented automobiles whether such operations be by the CONSULTANT or by anyone directly or
indirectly employed by the CONSULTANT.
D. The parties to this Contract shall carry Workers' Compensation Insurance and Employer's
Liability Insurance for all employees as required by Florida Statutes. In the event that a party does
not carry Workers' Compensation Insurance and chooses not to obtain same, then such party shall. in
accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by
the Department of Insurance and shall provide a copy of such exemption to the VILLAGE.
E. All insurance, other than Worker's Compensation, to be maintained by the CONSULTANT
shall specifically include the VILLAGE OF NORTH PALM BEACH as an "Additional Insured".
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ARTICLE 5. PERSONNEL.
A. CONSULTANT represents that it has, or will secure at its own expense, all necessary
personnel required to perform the Work under this Contract. Such personnel shall not be employees
of or have any contractual relationship with the VILLAGE.
B. All of the Work required hereunder shall be performed by CONSULTANT or under its
supervision, and all personnel engaged in performing the Work shall be fully qualified and, if
required, authorized or permitted under state and local law to perform such Work.
ARTICLE 6. INDEMNIFICATION.
A. To the fullest extent permitted by applicable laws and regulations, CONSULTANT shall
indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and
employees from and against any and all claims, liability, losses, and/or causes of action arising out
of or in any way related to the services furnished by CONSULTANT pursuant to this Contract,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of the CONSULTANT and its agents, servants or employees.
B. CONSULTANT shall not be required to indemnify the VILLAGE, its officials, agents,
servants and employees when the occurrence results solely from the wrongful acts or omissions of
the VILLAGE, its officials, agents, servants and employees. The terms of this Section shall
survive completion of all services, obligations and duties provided for in this Contract as well as
the termination of this Agreement for any reason.
C. Nothing contained in this Contract shall create a contractual relationship with or a cause of
action in favor of a third party against either the VILLAGE or CONSULTANT, nor shall this
Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28,
Florida Statutes.
ARTICLE 7. INDEPENDENT CONTRACTOR.
CONSULTANT is, and shall be, in the performance of services pursuant to this Contract, an
independent contractor and not an employee, agent or servant of the VILLAGE. All persons engaged
in any services performed pursuant to this Contract shall at all times, and in all places, be subject to
CONSULTANT's sole discretion, supervision and control, and CONSULTANT shall exercise sole
control over the means and manner in which its employees perform such services.
ARTICLE 8. TERMINATION.
This Contract may be terminated by CONSULTANT upon ten (10) days' prior written notice to the
VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in
accordance with the terms of this Contract through no fault of CONSULTANT. It may also be
terminated, in whole or in part, by the VILLAGE, with or without cause, upon ten (10) days' written
notice to the CONSULTANT. Unless CONSULTANT is in breach of this Contract, CONSULTANT
shall be paid for Work rendered to the VILLAGE's satisfaction through the date of termination. After
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receipt of a Termination Notice and except as otherwise directed by the VILLAGE, CONSULTANT
shall:
A. Stop work on the date and to the extent specified;
B. Terminate and settle all orders and subcontracts relating to the performance of the terminated
work;
C. Transfer all work in progress, completed work, and other materials related to the terminated
work to the VILLAGE; and
D. Continue and complete all parts of the work that have not been terminated.
ARTICLE 9. SUCCESSORS AND ASSIGNS.
The VILLAGE and CONSULTANT each binds itself and its partners, successors, executors,
administrators, and assigns to the other party of this Contract and to the partners, successors,
executors, administrators and assigns of such other party, in respect to all covenants of this Contract.
Except as above, neither the VILLAGE nor CONSULTANT shall assign, sublet, convey or transfer
its interest in this Contract without the written consent of the other. Nothing herein shall be construed
as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a
party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than
the VILLAGE and CONSULTANT.
ARTICLE 10. ACCESS AND AUDITS.
CONSULTANT shall maintain adequate records to justify all charges, expenses, and costs incurred
in estimating and performing the Work for at least three (3) years after completion of this Contract.
The VILLAGE shall have access to such books, records, and documents as required in this ARTICLE
for the purpose of inspection or audit during normal business hours, at CONSULTANT's place of
business. In no circumstances will CONSULTANT be required to disclose any confidential or
proprietary information regarding its products and service costs.
ARTICLE 11. ENFORCEMENT COSTS.
If any legal action or other proceeding is brought for the enforcement of this Contract, or because of
an alleged dispute, breach, default or misrepresentation in connection with any provisions of this
Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's
fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs
(including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that
action or proceeding, in addition to any other relief to which such party or parties may be entitled.
ARTICLE 12. NOTICE.
All notices required in this Contract shall be sent by certified mail, return receipt requested, and if
sent to the VILLAGE shall be mailed to:
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Village of North Palm Beach
Attn: Andrew D. Lukasik, Village Manager
Village Hall
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the CONSULTANT shall be mailed to:
Barth Associates LLC
Attn: David L. Barth
10030 S.W. 52nd Road
Gainesville, FL 32608
The foregoing names and addresses may be changed if such change is provided in writing to the other
party.
ARTICLE 13. ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and CONSULTANT agree that this Contract, including all documents referenced
herein, sets forth the entire agreement between the parties, and that there are no promises or
understandings other than those stated herein. None of the provisions, terms and conditions contained
in this Contract may be added to, modified, superseded or otherwise altered, except by written
instrument executed by the parties hereto.
ARTICLE 14. TERMINOLOGY AND CAPTIONS.
All pronouns, singular, plural, masculine, feminine or neuter, shall mean and include the person,
entity, firm or corporation to which they relate as the context may require. Wherever the context may
require, the singular shall mean and include the plural and the plural shall mean and include the
singular. The term "Contract" as used herein, as well as the terms "herein", "hereof', "hereunder",
"hereinafter" and the like mean this Contract in its entirety and all exhibits, amendments and addenda
attached hereto and made a part hereof. The captions and paragraph headings are for reference and
convenience only and do not enter into or become a part of the context of this Contract, nor shall such
headings affect the meaning or interpretation of this Contract.
ARTICLE 15. PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
ARTICLE 16. MATERIALITY.
All provisions of the Contract shall be deemed material. In the event CONSULTANT fails to comply
with any of the provisions contained in this Contract or exhibits, amendments and addenda attached
hereto, said failure shall be deemed a material breach of this Contract and VILLAGE may at its option
and without notice terminate this Contract.
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ARTICLE 17. EXHIBITS AND CONTRACT DOCUMENTS.
All exhibits and other documents referred to in this Contract form an essential part of this Contract.
The exhibits and other documents, if not physically attached, should be treated as part of this Contract
and are incorporated herein by reference. In the event of an express conflict between this Contract
and any exhibit or other document, the terms of this Contract shall control.
ARTICLE 18. LEGAL EFFECT.
This Contract shall not become binding and effective until approved by the Village Council of the
Village of North Palm Beach.
ARTICLE 19. SURVIVABILITY.
Any provision of this Contract which is of a continuing nature or imposes an obligation which extends
beyond the term of this Contract shall survive its expiration or earlier termination.
ARTICLE 20. WAIVER OF SUBROGATION.
CONSULTANT hereby waives any and all rights to Subrogation against the VILLAGE, its officers,
employees and agents for each required policy. When required by the insurer, or should a policy
condition not permit an insured to enter into a pre -loss agreement to waive subrogation without an
endorsement, then CONSULTANT shall agree to notify the insurer and request the policy be
endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This
Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy
specifically prohibits such an endorsement, or voids coverage should CONSULTANT enter into such
an agreement on a pre -loss basis.
ARTICLE 21. REPRESENTATIONS/BINDING AUTHORITY.
The persons executing this Contract represent that they have the full power, authority and legal right
to execute and deliver this Contract and perform all of its obligations under this Contract.
ARTICLE 22. GOVERNING LAW, VENUE AND REMEDIES.
A. This Contract shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce this Contract will be held in Palm Beach County.
B. No remedy herein conferred upon any party is intended to be exclusive of any other remedy,
and each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single
or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or
further exercise thereof.
C. The VILLAGE and CONTRACTOR knowingly, voluntarily and intentionally waive any
right they may have to trial by jury with respect to any litigation arising out of or in connection
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with this Contract.
ARTICLE 23. INSPECTOR GENERAL
CONSULTANT is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this Contract, and in
furtherance thereof, may demand and obtain records and testimony from CONSULTANT and its
subconsultants. CONSULTANT understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of CONSULTANT or its subconsultants to fully cooperate
with the Inspector General when requested may be deemed by the VILLAGE to be a material breach
of the Contract Documents justifying termination.
ARTICLE 24. PUBLIC RECORDS.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT' S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355;
NPBCLERKgVILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Contract, CONSULTANT shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
CONSULTANT shall:
1. Keep and maintain public records required by the VILLAGE to perform the service.
2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE with
a copy the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as
otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
Contract term and following completion of the Contract if the CONSULTANT does not
transfer the records to the VILLAGE.
4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in
possession of CONSULTANT or keep and maintain public records required by the
VILLAGE to perform the services. If CONSULTANT transfers all public records to the
VILLAGE upon completion of the Contract, CONSULTANT shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If CONSULTANT keeps and maintains public records upon completion of the
Contract, CONSULTANT shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the VILLAGE, upon request from the
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VILLAGE's custodian of public records, in a format that is compatible with the information
technology systems of the ,VILLAGE.
IN WITNESS WHEREOF, the VILLAGE and CONSULTANT hereto have made and executed this
Contract as of the day and year first above Written.
VILLAGE OF NORTH PALM BEACH
BY:
SUSAN BICK.EL,
MAYOR
ATTEST:
B
A. GREEN,
VIVAOE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
,r
VILLAGE ATTORNEY
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<*> Barth
ates
PUIhLIC REALM PLANIMNG, DESIGN, AND FACILITATION
LETTER OF AGREEMENT
September 21, 2020
Mr. Russ Ruskay, Project Manager
Village of North Palm Beach Parks and
Recreation Department
603 Anchorage Drive
North Palm Beach, FL 33408
Hereinafter referred to as the Village or Client.
Barth Associates, LLC
10030 SW 52nd Road
Gainesville, FL 32608
Hereinafter referred to as Barth Associates or BA.
Re: Village of North Palm Beach Parks and Recreation Needs Assessment
Dear Russ,
Barth Associates is pleased to provide this Letter of Agreement to the Village of North Palm Beach (the
Village) to prepare a parks and recreation needs assessment. Following is our proposed Scope of Services and
Fees.
1.0 PROJECT DESCRIPTION
1.1 The project is the Village of North Palm Beach Parks & Recreation Needs Assessment.
1.2 The Village desires for BA to analyze residents' needs for parks and recreation facilities, programs, and
services; and make recommendations regarding capital improvements, duplication of services, potential
partnerships, programs, and user fees.
1.3 Additional Professionals working on the project under contract to Barth Associates include PROS
Consulting, operations and management consultants.
2.0 PROJECT SCOPE
Part 1 - Pre -Planning and Kick-off
1.1 Project Management Support & Coordination: BA shall coordinate our work with the Village's
Project Manager. BA shall also monitor the project schedule as it relates to the scope contained herein and
provide timely invoicing and reporting of project progress. BA shall hold regular bi- weekly progress meetings
(via conference call) with Village staff to review progress, present information, receive direction, and
recommend direction for the remaining portions of the project.
1.2 Staff Kick -Off Meeting: BA shall facilitate a kick -off -meeting with Village staff, via conference call, to
review the work plan, timelines, and details for the Needs Assessment plan process. A preliminary agenda for
the meeting includes:
• Introductions
1.3 Review of Programming Information and Data: The Village will provide BA with existing
programming information and data, including:
• Organization charts
• Program guides
• Fee schedules
• Participation and financial data
• Programs and fee schedules of other service providers
1.4 Demographics Analysis and Trends: BA will review and interpret demographic information provided by
the Village, and suggest potential implications for parks and recreation needs.
1.5 Base Map: BA shall prepare a base map of the Village's parks and recreation system, based on inventory
and maps provided by the Village. The base map should include parks and recreation facilities within 3 miles
of Village boundaries, including municipal, county, and state facilities; the Village shall assist BA in
identifying parks and facilities owned by other providers. The inventory should include the number and
locations of park and recreation facilities, park acreage, and public recreation center square footage.
Part 1 Deliverables:
• Kick-off Meeting Minutes
• Base Map
Part 2 - Needs Assessment
2.1 Park Evaluations: BA shall spend up to 1 day visiting the Village's parks and recreation facilities. Prior
to beginning park evaluations, BA shall work with staff to refine the Parks Evaluation Form and ensure that it
meets the Village's expectations.
2.2 Analysis of Programs and Services: BA's subconsultant PROS Consulting shall analyze the Village's
programs and services, including:
• An assessment and analysis of the Parks and Recreation Department's current level of recreation programs
and services in relation to present and future goals, objectives and directives;
• A user fee analysis for facilities, programs and services;
• An analysis of the best possible providers for programs and services and identify and discern any
unnecessary duplication of services through public and private program providers; and
• Recommendations for minimizing duplications or enhancing possibilities for collaborative partnerships
where appropriate.
2.3 Existing Level- of -Service (LOS) Analysis: BA shall review and analyze the Village's current Level -of -
Service, as well as the LOS standards in the comprehensive plan, including acreage, facilities, and access.
2.4 Individual Interviews and Focus Group Meetings: BA shall conduct up to 2 days (16 hours) of on-line
or telephone interviews with key stakeholders or focus groups — to be identified by the Village - to discuss
priority needs. Interviews shall be scheduled in in 1 -hour increments. The Village shall be responsible for
scheduling the interviews in consultation with BA, and coordinating all logistics. BA will prepare written
records and summaries of the results of the interviews and focus group meetings.
2.5 Virtual Public Workshop: BA shall conduct a virtual public workshop to solicit residents' input regarding
priority needs for programs, facilities, and amenities
2.6 Online Survey: BA will prepare a Survey Monkey questionnaire regarding residents' parks and recreation
needs and priorities, for the Village to host on its website. BA shall include the findings from the survey in the
needs assessment summary.
2.7 Needs Assessment Summary and Presentations: BA will prepare a PowerPoint presentation
summarizing the findings from the needs assessment, and will present the findings to the City Council and RAB
via on-line meetings.
Part 2 Deliverables:
• PowerPoint presentation summarizing findings from the tasks above
Part 3 - Recommendations
3.1 Visioning Workshop: BA shall conduct up to 4 on-line visioning sessions, 1 — 2 hours each, to discuss
alternative responses to resident's needs and priorities. The Village shall be responsible for scheduling the
sessions and inviting participants, in consultation with BA, and coordinating all logistics. The Village will also
record the sessions and provide written transcripts to BA.
3.2 Short and Long -Range Vision and Recommendations: Based on the fmdings from the tasks above, BA
shall develop short and long-range recommendations, maps or illustrations for the parks and recreation system,
including but not limited to recommendations for:
• New recreation facilities, open space, and trails'
• System -level renovation of existing parks
• Estimate of capital and _operations costs
• Programs and services
• Identification of possible public and private providers of community:and recreation services and programs,
and recommendations for minimizing duplication and enhancing possibilities for partnerships where
appropriate
• Action plan
3.3 Vision and Recommendations: BA will prepare a PowerPoint presentation summarizing the short and
long-range vision and recommendations, and will present the findings to the City Council and RAB via on-line
meetings.
Part 3 Deliverables:
• Short and Long -Range Vision, Recommendations, and Action Plan Summary PowerPoint
3.0 PROJECT SCHEDULE
Barth Associates is prepared to begin work on the project immediately upon receipt of this
executed Letter of Agreement. Barth Associates, in consultation with the Village, shall perform its
work in such a manner as to comply with an agreed upon schedule.
4.0 ASSIGNED PERSONNEL
The following personnel from Barth Associates will be assigned to this project, and will have the
responsibilities described:
David L. Barth PhD, RLA, AICP
Carlos Perez, RLA
Sarah Ciccone
Neelay Bhatt
5.0 COMPENSATION
Principal Planner
Project Manager/ Parks Planner
Planner, Graphic Designer
Operations and Management Consultant
5.1 Parts 1- 3: The fee for Parts 1— 3 shall be a lump sum fee of forth -nine thousand, nine hundred
dollars ($49,900) including direct costs.
5.2 Additional Services: Additional services, if requested by the Village, shall be billed as
an agreed-upon lump sum fee, or on an hourly basis in accordance with the following hourly
rate schedule:
Principal $195/ hr.
Landscape Architect $150/ hr.
Landscape Designer $100/ hr.
Graphic Designer $75/ hr.
0. Administrative Assistant $50/ hr.
1.
5.3 Subconsultant Fees — Fees for subconsultants working on this project under direct contract
with Barth Associates are included in the fees for each part of the scope of services detailed above.
5.4 Retainer — No retainer will be required.
6.0 CLIENT RESPONSIBILITIES
6.1 Client shall designate a Project Representative upon execution of this Letter of Agreement,
who shall be Barth Associates' point of contact with the Client, and who shall, by virtue of
Client's designation, have authority to bind the Client. Client's Project Representative with such
authority is Russ Ruskay, Project Manager. The Project Representative shall be responsible for all
coordination with the Owner (if a separate person or entity from the Client) and any separate
consultants.
6.2 Client shall provide full information to Barth Associates regarding project requirements and
constraints including, without limitation, a program setting forth the Client's objectives, and shall
provide all data, drawings, information or other resources requested by Barth Associates that are
necessary for completion of the project.
6.3 Client shall comply with any schedule requirements made known to the Client by Barth
Associates and, in any event, shall be available to meet with Barth Associates and provide decisions
in a timely manner throughout the project.
6.4 Client shall be responsible for all other aspects of the project not specifically assigned to Barth
Associates under this Letter of Agreement or any subsequent request (and acceptance) for Additional
Services.
7.0 SUPPLEMENTAL TERMS OF AGREEMENT
7.1 Acceptance of Agreement — This Letter of Agreement shall be valid for Client acceptance
for a period of thirty (30) days from the date of execution by Barth Associates. This Letter of
Agreement may be terminated by either party with fifteen (15) days written notice. In the event of
termination, Barth Associates shall be compensated through the date of termination for all fees
and direct expenses incurred, including, without limitation, all fees for hours spent on hourly rate
tasks, and a proportionate amount based on services performed and the level of completion of all
fixed fee or lump sum tasks.
7.2 Submittal and Payment of Invoices — The Client assures Barth Associates that financial
arrangements have been made to fulfill the Client's obligations under this Letter of Agreement.
Invoices for services shall be submitted on approximately a monthly basis. Payment shall be due
upon receipt. If the Client has any questions on an invoice, theClient agrees to call the Project
Manager within five working days of receipt of the invoice. Failure to call within this period
acknowledges that the invoice is correctly rendered to the Client and therefore payable within the
prescribed time.
The Client agrees to pay interest of 1.5% per month on invoice balances outstanding more than
thirty (30) days, to be calculated from the date of each invoice. Barth Associates reserves the
right to withhold work products or to stop work until payment is received
7.3 Action of Agencies Not Guaranteed — Barth Associates will exercise professional skill in
executing its services, however, it cannot and does not guarantee the action of any governmental
official, agency or judicial proceeding. The Client shall pay all invoices submitted in accordance
with this Letter of Agreement regardless of the results of any such governmental or judicial
actions.
7.4 , Ownership of Documents — All documents, work product and information contained
therein prepared by Barth Associates or its Subconsultants are instruments of service for use by the
Client solely with respect to this Project. Barth Associates shall be deemed the author of these
documents, work product and information, and shall retain all rights thereto. Any reuse or
adaptation without Barth Associates' professional involvement will be at the Client's sole risk and
without liability to Barth Associates. If the documents are to be so used without Barth Associates'
professional involvement, the Client hereby agrees to remove Barth Associates 's name,
professional seal, title block and other means of identification from the documents prior to such
use, and the Client hereby further agrees to hold Barth Associates harmless from any and all
claims, damages, losses, expenses and attorney's fees arising out of or resulting there from.
7.5 Retention of Records — All original documents, work product and information contained
therein shall be retained by Barth Associates for one (1) year following completion of the Project.
After that time, Barth Associates reserves the right to dispose of the documents, work product
and information in its sole discretion. The Client may request reproducible copies of all original
deliverables at its expense.
7.6 Limitation of Liability — Barth Associates is not responsible or liable for any
circumstances, acts, errors, omissions or events, of any type associated with the Project, beyond
its reasonable control including, without limitation, any decisions made or interpretations or
clarifications of any documents without consultation and advice of Barth Associates, construction
costs, or the acts or failures to act of any governmental or judicial agency. Barth Associates shall
not be responsible or liable for the acts or omissions of any contractor, separate consultant,
subconsultant or supplier, or of any of the agents or employees of any of them or any other
persons otherwise furnishing or performing any of their work.
7.7 Assignment of Agreement — Neither the Client nor Barth Associates shall have any right
to assign this Letter of Agreement to any other person or entity, absent prior written consent from
the other party.
7.8 Dispute Resolution — In the unlikely event of any dispute, difference, claim or
counterclaim between Barth Associates and the Client arising out of or in connection with this
Letter of Agreement, which cannot be amicably resolved by the parties through good faith
negotiations, any such matter shall be submitted to the superior court, or such other court having
subject matter jurisdiction, in and for Palm Beach County, Florida for trial and determination by
the court sitting with or without jury. The parties hereby consent to the jurisdiction of such court
and to the service of process outside the State of Florida (if applicable) pursuant to the
requirements of law, and they expressly waive the right to a jury trial. The Client agrees to pay all
of Barth Associates' reasonable attorney's fees and all costs and litigation expenses incurred in
bringing any such suit in the event that Barth Associates prevails, including at the trial court and
all appellate levels.
7.9 Entire Agreement / Governing Law — Regarding the subject matter hereof, this
Agreement contains the entire agreement of the parties and their representatives and agents, and
supersedes all prior understandings, whether oral or written. This Agreement shall be governed by
the laws of the State of Florida.
We look forward to working with you on this project. If you find these terms acceptable, please sign
where indicated below and return one signed original to Barth Associates for our files. Please call me if
you have any questions.
Sincerely,
David Barth PhD, RLA, AICP, CPRP
Principal
AGREED TO AND ACCEPTED BY:
Village Of North Palin Beach Barth Associates
By: By:
Russ Ruskay
Its: Project Manager Its:
Date: 10 - l.3 --,-40aC-- Date:
David L. Barth
Principal